Search

/NOT FOR DISTRIBUTION TO UNITED STATES NEWS WIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/

TORONTO, Dec. 13, 2016 /CNW/ - GreenSpace Brands Inc. ("GreenSpace" or the "Company") (TSXV: JTR) is pleased to announce that it has amended the terms of its previously announced bought deal offering of subscription receipts (the "Public Subscription Receipts") of the Company (the "PublicOffering"). Under the amended terms of the Public Offering, a syndicate of underwriters (the "Underwriters") led by Beacon Securities Limited ("Beacon") have agreed to purchase, on a bought deal basis, an aggregate of 3,625,000 Public Subscription Receipts (the "Public Subscription Receipts") at a price of $1.20 per Public Subscription Receipt (the "Issue Price") for aggregate gross proceeds to the Company of $4,350,000 (the "Public Offering"). As announced in the Company's press release dated December 12, 2016, the Company intends to complete a concurrent private placement offering of 2,916,667 subscription receipts (the "Private Subscription Receipts", and together with the Public Subscription Receipts, the "Subscription Receipts") at the Issue Price for gross proceeds of $3,500,000 (the "Private Placement", and together with the Public Offering, the "Offering"). Under the amended terms, the gross proceeds from the Offering shall be $7,850,000.40 (excluding exercise of the Over-Allotment Option (as defined below)). Each Subscription Receipt is convertible into one common share (a "Common Share") (subject to adjustment in certain circumstances) in the capital of GreenSpace. Additional details regarding the Subscription Receipts can be found in the Company's press release dated December 12, 2016.

In addition, the Company has granted the Underwriters an option (the "Over-Allotment Option"), exercisable, in whole or in part, by Beacon, on behalf of the Underwriters, giving notice to the Company at any time and from time to time up to 30 days following the Closing Date (as defined below), to purchase, or to find substituted purchasers for, up to an additional number of Public Subscription Receipts (or Common Shares if the Over-Allotment Option is exercised after the completion of the Acquisition) equal to 15% of the Public Subscription Receipts sold pursuant to the Public Offering at a price equal to the Issue Price to cover over-allotments, if any, and for market stabilization purposes. In the event the Over-Allotment Option is exercised in full, the gross proceeds to the Company under the Offering shall be $8,502,500.40.

The closing of the Offering is expected to occur on or about January 10, 2017 (the "Closing Date") and is subject to the completion of formal documentation and receipt of regulatory approval, including the approval of the TSX Venture Exchange. The net proceeds of the Offering will be used to acquire all of the issued and outstanding shares of Nothing But Nature Inc. and general corporate purposes.

The Public Subscription Receipts may be offered in the United States to Qualified Institutional Buyers pursuant to exemptions from the registration requirements of the United States Securities Act of 1933, as amended (the "U.S. Securities Act") pursuant to Rule 144A thereunder, in a manner that does not require the Public Subscription Receipts to be registered in the United States.

About GreenSpace Brands Inc.

GreenSpace is a Canadian-based brand ideation team that develops, markets and sells premium natural food products to consumers across Canada. GreenSpace owns Rolling Meadow Dairy, Canada's first grass fed dairy product line that has built upon the founding values of Greenspace's original brand, Life Choices. Life Choices features premium convenience meat products made with grass fed and pasture raised meats without the use of added hormones and antibiotics. GreenSpace owns Holistic Choice, a premium natural pet food line and Nudge, a line of family favorite foods made better. GreenSpace acquired Love Child (Brands) Inc., a producer of 100% organic food for infants and toddlers made with the purest, natural and most nutritionally-rich ingredients and also acquired Central Roast Inc., a clean snacking brand that has been one of the leading Natural food brands in Canada over the last several years. All brands are wholly owned and retail in a variety of natural and mass retail grocery locations across Canada.

Certain statements in this press release constitute forward-looking statements within the meaning of applicable securities laws. Forward-looking statements include, but are not limited to, statements regarding: the completion of the Offerings; as well as statements with respect to management's beliefs, plans, estimates, and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking statements generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions (including negative and grammatical variations) suggesting future outcomes or events. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. Forward-looking statements involve risks and uncertainties that could cause actual results to differ materially from those contemplated by such statements and there can be no assurance that actual results will be consistent with these forward-looking statements. Factors that could cause such differences include the cyclical nature of the construction and agriculture industries, changes in general economic conditions and interest rates, adverse weather, cost and availability of materials used to manufacture the Company's products, competitive developments, legislative and government policy changes, as well as other risk factors included in the Company's Annual Information Form dated August 16, 2016 under the heading "Risks and Uncertainties Related to the Business" and as described from time to time in the reports and disclosure documents filed by the Company with Canadian securities regulatory agencies and commissions. This list is not exhaustive of the factors that may impact the Company's forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on the Company's forward-looking statements. As a result of the foregoing and other factors, no assurance can be given as to any such future results, levels of activity or achievements or levels of dividends and neither the Company nor any other person assumes responsibility for the accuracy and completeness of these forward looking statements. The factors underlying current expectations are dynamic and subject to change. Certain statements included in this press release may be considered "financial outlook" for purposes of applicable securities laws, and such financial outlook may not be appropriate for all purposes. All forward-looking statements and statements of financial outlook in this press release are qualified by these cautionary statements. The forward-looking statements contained herein are made as of the date of this press release and except as required by applicable law, the Company undertakes no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise. Neither the TSX Venture Exchange nor its regulation services provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.